Selling your business

How we will deliver maximum value for you

Selling your business is a major, life changing decision; our aim is that every transaction on which we advise results in the optimal mix of what we call the Corbett Keeling "3 Cs". Having listened carefully to our clients' objectives, our approach ensures they achieve the best possible combination of:

Cash: maximising the consideration you receive both upfront and, if applicable, deferred

Certainty: achieving the greatest confidence that the transaction will go ahead and cash will be delivered to you

Chemistry:finding a new owner where your business and its team will flourish

First you need to decide whether this is the right time for you to sell. A combination of internal and external factors need to be taken into consideration in order to ensure you achieve the 3 Cs and we would be delighted to discuss these with you. We may advise you to consider building the value of your business before selling and can work with you to help understand the factors that affect the current value of your company and identify actions you could take to improve profit growth, reduce risk, and thus potentially dramatically increase the value in the eyes of a buyer.

As you take the decision to sell, it is helpful to understand what is involved in the sale process itself. We have developed a tried and tested 7 step process to ensure our clients achieve maximum value, the optimal mix of their "3 Cs", and, crucially, are able at the same time to go on running their business as a buyer is found. In this sensitive period, it is vital that the focus is driving profitability in the business. Buyers fall into three broad categories:

International buyers – we work with our Globalscope colleagues in 45 countries around the world to ensure we identify international buyers for businesses we are selling

The buyer that will pay the highest price often operates "adjacently" in terms of geography, product or market – because they see the most value from a combination with your business. Our broader thinking, multi-sector expertise, access to financial buyers and international network ensure we identify these buyers and generate maximum value for our clients.

Building Value

The Corbett Keeling Positioning and Readiness Optimisation Review ("PRO Review") positions your business for 20-50% higher value than it would otherwise achieve.

Private companies are generally valued at a significantly lower multiple of profits than their counterpart larger quoted companies. Corbett Keeling determines to redress this using our 25 years of experience selling private companies to develop the Positioning and Readiness Optimisation Review (the PRO Review).

The PRO Review enables us to position our clients' businesses to ensure that buyers fully understand the opportunities for revenue growth, and are therefore prepared to offer 20-50% more than they might normally be prepared to pay for a business of this size in the sector.

How you could build and increase value in your business by 20-50% in an exit

We implement a PRO Review when we start working with a new client in order to ensure we maximise value. In certain circumstances we are also able to offer this analysis of how to build value as a stand-alone service. Please contact Matt Dixon if you would like further information.

Our tried and tested 7 step process to ensure our clients maximise the value achieved on the sale of their business:

1

Prepare your business

We will review your business, identifying the key areas of growth, maintainable earnings, intellectual property rights and proven areas for expansion, which will be key aspects of interest to buyers. We will also review external factors such as market conditions and assess the right timing for the sale of your business to particular buyers. If appropriate, we will recommend a value buildingprogramme before commencing the sale process.

2

Recommend the best process

We will advise you on the best way to achieve your desired outcome, considering whether it would be best to negotiate with a single purchaser, manage a private sale, run a controlled auction or orchestrate a full public auction of the business. Each has advantages, including in terms of achieving competitive tension and maintaining confidentiality.

3

Prepare the documentation

We will help prepare the principal selling documents comprising some or all of a short summary, an information memorandum, a vendor due diligence pack and a data-room. These will highlight the key selling messages about your business that create value in the eyes of buyers, as well as identifying excess costs, surplus assets and revenue, margin and other synergy opportunities. We will focus not just on your standalone profits but what the best buyer can do with those profits when combined with their business.

4

Market the opportunity & select the buyer

Access to the widest possible pool of prospective buyers is generally crucial to achieving maximum value. Drawing on Corbett Keeling’s sector expertise, our access to financial buyers, our knowledge of buyers through our international partners at Globalscope and our proprietary and other databases, we will select and approach the most appropriate counterparties. With your lawyers, we will agree confidentiality terms and then handle communication with them.

5

Negotiate the sale

We will advise you on evaluating the offers you receive for the business and negotiate with each of the offerors to ensure you receive the best possible terms on its sale. If the business has a number of different shareholders, we will manage discussions on behalf of each of them.

6

Manage the entire process

We will manage the sale process throughout, coordinating all the lawyers, accountants and due diligence specialists together with tax, pensions and other advisers.

7

Completion

Transactions can be like riding in the Grand National. Every time you jump one fence, another presents itself. We will lead all parties over the various hurdles to completion, normally in a timetable of a minimum of three and a maximum of 12 months.

Want to find out more?

Other aspects of selling your business:

IPOs

Where appropriate, we will advise our client to adopt a twin track process in order to evaluate as precisely as possible the relative merits of an IPO versus a sale of their business to trade or private equity. When advising companies on an IPO, Corbett Keeling assists with all aspects of the process, from preparation and the decision to carry out the IPO, to evaluation of pricing achieved in the IPO and admission to the relevant Stock Exchange.

In this respect, we have the advantage of being independent in a way that is not possible for either a Nominated Adviser for the purposes of the Alternative Investment Market or a traditional stock broker; a Nominated Adviser has responsibilities to the London Stock Exchange as well as its client and a stock broker has client relationships with investors as well as the business it is advising on how to raise funds. Corbett Keeling does not face either of these potential conflicts of interest and our clients receive independent and unfettered advice.

Valuations

Valuing your own or another business is often the first step in deciding whether to buy or sell a company. If you are considering your options and feel a valuation would help determine your strategy, please do get in touch.

Our sectors

Completed transactions: Selling your business

Corbett Keeling has advised the founders of Acutest Limited on the sale of their business to Capita plc. Acutest is a leading IT systems testing consultancy, which focuses solely on testing software, business processes and IT, enabling its customers to achieve the benefits of technology-enabled change faster. The company’s customers range from start-ups through to blue chip multinational organisations. Acutest was founded by Tom Norris, Barry Varley and Lee Farman in 2002. The founders and the Acutest team will operate within Capita plc’s IT Professional Services division.

Corbett Keeling has advised Futuresource and its founders on joining a private equity backed family of high growth businesses.

About Futuresource Futuresource is a specialist research and knowledge-based consulting company specialising in market forecasts and intelligence reports. Futuresource provides essential data and strategic insight to a range of clients with an interest in the dynamic electronics and media industries including the largest well-known global brands. The founders of Futuresource had built a successful business over 20+ years and were looking to reduce their financial commitment and find a good home for the business as they stepped back.

Our role and added value Corbett Keeling was engaged to find and execute the best solution for Futuresource and the founders. We worked closely with Futuresource’s senior management over a number of months to identify and assess their strategic options, develop targeted business plans and structure the deal to capture value. Our approach achieved an optimal valuation for the exiting founders and a great home for the business.

Sarah Carrol, Co-founder of Futuresource, said: “As with most entrepreneurs, we have poured our hearts into our business and, although realising we would at some point need to step back, were cautious about beginning the process. The team at Corbett Keeling really were excellent at guiding us through the options and, when the time came, ensuring we secured the best deal with the best partner.” Ian Roper, CEO of Futuresource, said: “None of the Futuresource team had fully realised how much effort goes into preparing for and executing a transaction. I am extremely pleased we had the Corbett Keeling team working with us side-by-side throughout, their input was essential and added value both for the exiting founders and for the ongoing business.” Eric, Private Equity Principal , said: “We love this business and the management team’s plan for it. My thanks go to Corbett Keeling for connecting us to this opportunity and helping build a deal that works for all sides – they clearly know what we are looking for and drew out the key points.”

Corbett Keeling advised the founders and other shareholders of Air Charter Service Group Limited (“ACS”) on the sale of a minority stake in ACS to private equity investor Alcuin Capital Partners (“Alcuin”). ACS is a global leader in the aircraft charter market. Founded in 1990 by Chairman Chris Leach, it now employs a worldwide staff of more than 350 employees across 20 offices spanning six continents. The group offers private jet, commercial airliner and cargo aircraft charters, arranging more than 10,000 charters annually.

Justin Bowman, Chief Executive Officer of ACS, said: “The fact that this company has grown from the basement of a house to the largest charter brokerage in the world is a huge achievement and testament to our amazing team and corporate culture. However, we are still an ambitious organisation. Our growth to date has been entirely organic and whilst we will continue to follow those strategies that have been successful in the past, we wish to accelerate our expansion through capital investments in both technology and acquisitions of complementary businesses.”

Adrian Lurie, Partner of Alcuin Capital Partners said: “Air Charter Service is a leader in its field with a great team and strong track record of profitable growth. Their plans going forward are exciting and we are looking forward to working with them in this next phase of the business’ development. Corbett Keeling’s insight and understanding of ACS were invaluable and we were delighted to work with Jim Keeling and his team to bring the deal to a successful conclusion." ACS press release

Corbett Keeling advised the management team of Speciality European Pharma Limited (“SEP” ), on the acquisition of the speciality pharmaceutical and medical devices group from its venture capital shareholders with the backing of Juno Pharmaceuticals Inc. (“Juno”), an international specialty pharmaceutical company and leading life science investor. Headquartered in the UK, SEP is a speciality pharmaceutical and medical devices group that focuses on meeting the needs of the specialist physician. The Company was founded in 2006 and has grown rapidly over the past five years, with a commercial presence in much of Europe and a desire to grow beyond. The transaction provides the Company with the opportunity not only to continue its growth strategy with the existing products but also to invest for the long-term in the untapped potential in its proprietary development portfolio. Commenting on the Management Buy-Out, Jim Keeling, Chairman of Corbett Keeling, said: “Following the buy-out of SEP, the management team is extremely well placed to grow the business and realise the potential of its product portfolio. Together with backers, Juno, we wish them a successful future partnership." SEP press release

Corbett Keeling announces that private equity investor Alcuin Capital Partners ("Alcuin") has acquired a majority stake in Applied Market Information Ltd ("AMI"), a leading information and conference business, from its original founders and shareholders whom Corbett Keeling advised. With offices in the United Kingdom and North America, AMI is a leading provider of information services to the global plastics industry through syndicated reports, databases, digital magazines, consulting and conferences. AMI has grown steadily since it was founded in 1986, and this year will hold over 40 conferences for the plastics industry in Europe, the USA and the Far East – more than any other competitor world-wide. The team at Corbett Keeling, led by Jim Keeling, Francois Barou and Matt Dixon, advised the founders of AMI on the investment by Alcuin, which completed on 22 May 2015. The founders will continue to be actively involved in the business and have retained a significant minority stake. Sale of Applied Market Information press release - June 2015

Corbett Keeling advised the shareholders of Gee Lawson on the sale of the business to LEHVOSS UK Limited, the UK subsidiary of Germany-based Lehmann&VossCo. Gee Lawson, founded in 1936 and employing 34 with its head office in London, is a leading specialist distributor of ingredients into the Nutritional and Chemical life science sectors across Europe and the US. The transaction is a strategic move that strengthens the LEHVOSS Group portfolio in the nutritional and life science sectors across Europe and globally. Jim Keeling, who led the team advising Gee Lawson's shareholders, commented "LEHVOSS UK, as a new owner, is a great match for Gee Lawson. We are delighted at the successful outcome." CK Press Release - Gee Lawson August 2015

The management team of Advanced Power UK Ltd, the leading international developer of independent power generation projects, acquired the company from 3i plc in an MBO. Advanced Power develops and invests in power generation and related infrastructure projects in Europe and North America. Corbett Keeling provided targeted financial advice to the management team at key points during the MBO process and prior to that as the business was restructured.

Corbett Keeling is pleased to announce that it has successfully advised its client, the wealth manager Bestinvest, on the sale of its insurance broking subsidiary, Lovat Insurance Brokers, to Towergate Insurance. Bestinvest provides investment advice, financial planning and execution-only services predominantly to private individuals. Lovat is a corporate insurance broker based in Tunbridge Wells, Kent. Jim Keeling, Joint Chairman at Corbett Keeling, who led the transaction, commented: “The sale of Lovat Insurance Brokers has enabled Bestinvest to divest a non-core asset, whilst enhancing acquirer Towergate’s regional coverage and strengthening its relationships in the South East of England. This is yet another example of Corbett Keeling advising on the successful sale of a business where clear value was created for all parties.”

Corbett Keeling advised Challenge Energy on building the value of their business and subsequently on the sale of the company to SLR. Having initially advised the founders of Challenge Energy on how to make the value of their business clear to prospective partners, Corbett Keeling then managed the sale of the company, guiding the founders of the business through the whole process of selling their company to ensure that they attracted the right purchaser, at the right time for the right price.

Corbett Keeling advised HedgeStart Partners on the sale of their business to Cordium, a company in which Buy & Build specialist Sovereign Capital is an investor. Hedgestart was founded in 2000 to offer a range of start-up and on-going outsourced services predominantly to alternative investment businesses. Services include: Corporate Tax; Private Client Tax; FCA Regulatory Compliance; Accountancy & Payroll; and Strategic Consulting. Cordium is a global provider of regulatory compliance consulting and software services to regulated financial services companies.

Corbett Keeling and our Greek Globalscope partner, First Athens Corporate Finance, advised Payzone Group Ltd and Coltonia Holdings Ltd on the sale of Payzone Hellas SA to OPAP Investment Ltd for a total consideration of Euros 7.75m. Payzone Group, backed by UK private equity investor Duke Street Capital, is one of the largest payment networks in Europe, providing a wide range of payment services in four European countries including the UK, Ireland, Greece and Romania. Payzone Hellas is the largest mobile phone top-up network in Greece with over 11,000 POS terminals installed processing annually some 30 million transactions. Payzone Hellas also pioneered bill payment & prepayment services for utilities and service providers in Greece and is the only independent organization in Greece other than banks to provide such services. Corbett Keeling and First Athens worked together as members of Globalscope Partners to initiate the opportunity and advised on the sale of the Greek business.

Corbett Keeling advised Alpha Financial Markets Consulting, a leading provider of consulting, benchmarking and implementation services to financial institutions in the UK, Continental Europe and globally, on the sale of their business to UK Private Equity group, Baird Capital, in a transaction valuing the company at £28m. This deal is a good example of the resurgence of Private Equity ("PE") interest in consulting firms with a strong growth history. Alpha attracted eight offers from the PE community and the shareholders chose Baird because of the flexibility of the deal structure, the financial resources they could make available and the support that Baird offered the management team in taking the company to the next stage of growth.

Andy Leslie and Andy King, founders and owners of ANA Aviation Services, an international air freight business based in Crawley, were approaching retirement. Following careful consideration of their exit strategy, they decided to invite senior board members to undertake a management buyout of their business. Corbett Keeling advised the two controlling shareholders throughout the process of the sale, evaluating a number of exit options and once the decision had been made to sell to the management team, Corbett Keeling managed the process, advised on the terms, introduced funders and devised the optimal structure for the transaction.

Explore Learning, the UK company with multiple English and maths tuition centres, led by founder Bill Mills, was sold to Graphite Capital. The controlling shareholding was acquired from a group of investors including the Spectrum Venture Management Fund and Wittington Investments Limited. Bill Mills and the senior management team re-invested the majority of their stake in the company. Corbett Keeling has worked with Bill Mills, who set up Explore Learning in 2001, over many years and advised him throughout the sale process and particularly on the terms of his reinvestment in the business.

pH Associates, the market leading ‘Real World Data’ and ‘Market Access’ consultancy in the health sector, was sold to OPEN Health, a joint venture with global communications group Chime Communications Plc. pH Associates was set up by Kate Peperell and Lesley Howell in 1999. As the two founding shareholders started to consider an exit for the business they had created, they appointed Corbett Keeling to assess how to grow revenue, build equity and sell the business at the right time for maximum value. Once they had reached this “right time”, Kate and Lesley appointed Corbett Keeling to advise them on the sale of their business.

GMT Communications Partners backed the £38.5m investor buy-out of MeetingZone Ltd, a provider of conference call services to business and home users, from the founders, Tim Duffy and Steve Gandy. Corbett Keeling introduced GMT Communications Partners to this investment opportunity.

Cordium (previously known as IMS Consulting), a provider of consulting and business support services for the wholesale asset management and securities sector, was sold to an investor led management team comprising both existing and new directors. The Buy-in Management Buy-out, or “BIMBO”, was backed by Sovereign Capital. Corbett Keeling advised Scott Wilson, the founder of IMS, and his co-shareholder, on the strategy for the sale of their business and on the execution of the transaction.

Efficio, a management consultancy focused on procurement and supply chain optimisation, secured a debt-financed equity release in order to provide funding for its shareholders. Corbett Keeling advised Efficio on this fund raising against a very tight time frame.

Harris Hill, a recruitment consultant specialising in the charity and not for profit sector, was sold to a management buy-in team backed by YFM Private Equity. Corbett Keeling advised the shareholders of Harris Hill on all aspects of the sale of their business, including identifying possible buyers, negotiating terms and managing the process throughout.

Healthcare Enterprise Group plc, an international healthcare services company focused on occupational healthcare, private healthcare services and distribution of medical devices, sold its subsidiary CICS, a supplier of medical and dental products, to Trycare Ltd, a supplier and distributor of products to the dental and chiropody markets. Corbett Keeling advised Healthcare Enterprise Group on the sale of its subsidiary.

Tysers, a provider of insurance and reinsurance brokerage services, was sold to its management team in a funding and share re-structuring led by Christopher Spratt as Chairman and Chris Elliott as Chief Executive. Corbett Keeling advised on all aspects of this management buyout and shareholding restructuring, including advising the outgoing shareholders on the sale of their shares, the new shareholders on the acquisition of their shares, the company on the raising of finance and the terms of the transaction, and managing the process throughout.

Aspace Solutions, a provider of business security solutions and specialist consultancy services to the banking sector, raised equity funding and sold a minority stake to a trade backer. Corbett Keeling advised Aspace Solutions on this shareholder restructuring and equity financing.

Interframe, a manufacturer of UPVC window frames, was sold to Shepley, a fellow manufacturer of UPVC window frames and doors, backed by private equity investor ECI. Corbett Keeling advised the owners on the sale of their business.

Opus Holdings Limited, a regional insurance broking and group benefits consultancy business, backed by Bridgepoint Capital and Royal Bank of Scotland, was sold to Willis, the global insurance broker. Corbett Keeling advised the Opus management team on its strategy for selling their business and the terms obtained.

Gieves & Hawkes plc, the bespoke gentleman's tailor, quoted on the London Stock Exchange, was subject to a recommended cash offer. Corbett Keeling advised the independent directors of Gieves & Hawkes plc on the offer for the company, which was subject to the Takeover Code.

Chivers Communications plc, publishers of large print and unabridged audio books and children’s books, quoted on the OFEX market, was subject to a recommended cash offer from BBC Worldwide Ltd, the commercial arm of the BBC. Corbett Keeling advised Chivers on the recommended offer from the BBC. The offer was subject to the Takeover Code.

GB International Ltd, a distributor of optical and photographic equipment, was sold to Multivision GmbH, a German distributor of presentation products. Corbett Keeling advised the owners of GB International, including Yorkshire Fund Managers, whom we had originally introduced to the business four years previously, on their exit strategy, identifying and introducing possible purchasers and leading the negotiations with the trade buyer.

Apollo Underwriting Ltd, an agency that manages a Lloyds of London syndicate specialising in marine insurance, was acquired by Munich Re AG, the German insurer, from Stewart Underwriting plc, an underwriting agent at Lloyds of London. Corbett Keeling advised on this transaction.